FIRST NIAGARA FINANCIAL GROUP, INC. (a Delaware corporation) 27,000,000 Shares of Common Stock ($0.01 Par Value Per Share) UNDERWRITING AGREEMENT April 14, 2009Underwriting Agreement • April 20th, 2009 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • New York
First Niagara Financial Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with Keefe, Bruyette & Woods, Inc. and Goldman, Sachs & Co., in their capacity as representatives (the “Representatives”) of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof) with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of the number of shares of Common Stock, $0.01 par value per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 4,050,000 additional shares of Common Stock to cover over-allotments, if any. The aforesaid 27,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by
FORM OF LOCKPORT SAVINGS BANK EMPLOYMENT AGREEMENT --------------------Employment Agreement • December 22nd, 1997 • Niagara Bancorp Inc • New York
AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN FIRST NIAGARA FINANCIAL GROUP, MHC, FIRST NIAGARA FINANCIAL GROUP, INC., NEW FIRST NIAGARA FINANCIAL GROUP, INC., FIRST NIAGARA BANK AND FINGER LAKES BANCORP, INC. AND SAVINGS BANK OF THE FINGER...Agreement and Plan of Reorganization • July 26th, 2002 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • Delaware
First Niagara Financial Group, Inc. 7.25% Subordinated Notes due 2021 Underwriting AgreementUnderwriting Agreement • December 13th, 2011 • First Niagara Financial Group Inc • National commercial banks • New York
FIRST NIAGARA FINANCIAL GROUP, INC. EMPLOYMENT AGREEMENTEmployment Agreement • January 21st, 2005 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • New York
Common Stock (Par Value $.01 Per Share)Sales Agency Agreement • February 3rd, 1998 • Niagara Bancorp Inc • Savings institutions, not federally chartered • New York
AGREEMENT AND PLAN OF MERGER by and between KEYCORP and FIRST NIAGARA FINANCIAL GROUP, INC. Dated as of October 30, 2015Agreement and Plan of Merger • November 2nd, 2015 • First Niagara Financial Group Inc • National commercial banks • Ohio
Page Acquisition Proposal 51 affiliate 61 Agreement 1 Anti-Money Laundering Laws 22 Bank Merger 42 BHC Act 9 business day 61 Certificates of Merger 2 Chosen Courts 62 Closing 1 Closing Date 1 Code 1 Company 1 Company Bank 12 Company Benefit Plans 18 Company Bylaws 10 Company Charter 10 Company Common Stock 2 Company Contract 23 Company Disclosure Schedule 9 Company Equity Award Exchange Ratio 5 Company Equity Awards 4 Company ERISA Affiliate 19 Company Indemnified Parties 48 Company Insiders 52 Company Meeting 45 Company Owned Properties 25 Company Preferred Stock 3 Company Qualified Plans 19 Company Real Property 25 Company Regulatory Agreement 23 Company Restricted Stock Award 4 Company Restricted Stock Unit Award 4 Company SEC Reports 14 Company Stock Option 4 Company Stock Plans 5 Company Subsidiary 10 Confidentiality Agreement 44 Control 10 CRA 22 Delaware Secretary 2 Derivative Contracts 24 DGCL 1
July 24, 2002 Mr. William E. Swan Chairman, President and Chief Executive Officer First Niagara Financial Group, Inc. 6950 South Transit Road Lockport, New York 14095 Dear Mr. Swan: This letter sets forth the agreement between First Niagara Financial...First Niagara Financial Group Inc • September 18th, 2002 • Savings institutions, not federally chartered
This letter sets forth the agreement between First Niagara Financial Group, Inc. ("First Niagara" or the "Company"), subsidiary of First Niagara Financial Group, MHC, Lockport, New York (the "MHC"), and RP Financial, LC. ("RP Financial"), whereby the Company has engaged RP Financial to prepare the written document and financial projections reflecting the pro forma impact of the mutual to stock conversion of the MHC, the simultaneous cash and stock acquisition of Finger Lakes Bancorp, Inc., ("Finger Lakes") and the post-conversion activities of the Company. These services are described in greater detail below.
FIRST NIAGARA FINANCIAL GROUP, INC., Company, AND U.S. BANK NATIONAL ASSOCIATION, Trustee SUBORDINATED NOTES INDENTURE Dated as of March 16, 2010First Niagara Financial Group Inc • March 16th, 2010 • Savings institutions, not federally chartered • New York
SUBORDINATED NOTES INDENTURE, dated as of March 16, 2010, between First Niagara Financial Group, Inc., a Delaware corporation having an address at 726 Exchange Street, Suite 618, Buffalo NY 14210 (hereinafter called the “Company,” which term shall include any successors and assigns pursuant to the terms of this Indenture) and U.S. Bank National Association, a national banking association having an address at 100 Wall Street, New York, NY 10005 (hereinafter called the “Trustee”).
RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC.Restricted Stock Unit Agreement • May 4th, 2015 • First Niagara Financial Group Inc • National commercial banks • Delaware
This Restricted Stock Unit Agreement (this “Restricted Stock Unit Award” or this “Agreement”) is hereby made subject to the provisions of the 2012 Equity Incentive Plan (the “Plan”) of First Niagara Financial Group, Inc. (including its Subsidiaries where applicable, the “Company”), which provisions are hereby incorporated by reference and made a part hereof. A copy of the Plan has been provided to the holder of this Restricted Stock Unit Award (the “Participant”), and the Participant hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee will be final, binding and conclusive upon the Participant and the Participant’s beneficiaries, heirs, legal representatives, successors and permitted assigns. Unless the context clearly indicates otherwise, capitalized terms used herein but not defined will have the meaning given such
FORM OF GUARANTEE AGREEMENT BETWEEN FIRST NIAGARA FINANCIAL GROUP, INC., AS GUARANTOR, AND U.S. BANK NATIONAL ASSOCIATION, AS GUARANTEE TRUSTEE RELATING TO FIRST NIAGARA FINANCING TRUST [I/II/III] DATED AS OF [•]Guarantee Agreement • March 16th, 2010 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • New York
GUARANTEE AGREEMENT, dated as of [•], executed and delivered by FIRST NIAGARA FINANCIAL GROUP, INC., a Delaware corporation (the “Guarantor”), having its principal office at 726 Exchange Street, Suite 618, Buffalo, NY 14210, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Guarantee Trustee”), having a corporate trust office at 100 Wall Street, New York, NY 10005, for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of First Niagara Financing Trust [I/II/III], a Delaware statutory trust (the “Issuer”).
PURCHASE AGREEMENTPurchase Agreement • August 15th, 2007 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • New York
This PURCHASE AGREEMENT (this “Agreement”) is entered into this ___ day of August, 2007, by and between FIRST NIAGARA BANK, (“Seller”), having an address of 6950 South Transit Road, Lockport, New York 14095 and THE ELMIRA SAVINGS BANK, FSB (“Purchaser”), having an address of 333 East Water Street, Elmira, New York 14901.
PURCHASE AND ASSUMPTION AGREEMENT dated as of April 6, 2009 by and among NATIONAL CITY BANK, FIRST NIAGARA BANK, and THE PNC FINANCIAL SERVICES GROUP, INC., solely with respect to Sections 5.16, 7.10 and 9.1(d)Purchase and Assumption Agreement • April 7th, 2009 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • Pennsylvania
This PURCHASE AND ASSUMPTION AGREEMENT, dated as of April 6, 2009 (this “Agreement”), by and among National City Bank (“Seller”), First Niagara Bank (“Purchaser”), and The PNC Financial Services Group, Inc., a Pennsylvania corporation (“PNC”), solely with respect to Sections 5.16, 7.10 and 9.1(d).
FIRST NIAGARA FINANCIAL GROUP, INC. AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT WITH GARY M. CROSBYChange in Control Agreement • December 19th, 2013 • First Niagara Financial Group Inc • National commercial banks • New York
This AGREEMENT, dated as of December 19, 2013 (the “Effective Date”), is between FIRST NIAGARA FINANCIAL GROUP, INC., a Delaware corporation with its executive offices at 726 Exchange Street, Buffalo, New York, 14210 (the “Corporation”), and Gary M. Crosby (the “Executive”).
July 24, 2002 Mr. William E. Swan Chairman, President and Chief Executive Officer First Niagara Financial Group, Inc. 6950 South Transit Road Lockport, New York 14095 Dear Mr. Swan: This letter sets forth the agreement between First Niagara Financial...First Niagara Financial Group Inc • September 18th, 2002 • Savings institutions, not federally chartered
FORM OF GENERAL RESTRICTED STOCK AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC.Restricted Stock Agreement • May 7th, 2013 • First Niagara Financial Group Inc • National commercial banks • Delaware
This Restricted Stock Agreement (this “Restricted Stock Award” or this “Agreement”) is hereby made subject to the provisions of the 2012 Equity Incentive Plan (the “Plan”) of First Niagara Financial Group, Inc. (including its Subsidiaries where applicable, the “Company”), which provisions are hereby incorporated by reference and made a part hereof. A copy of the Plan has been provided to the holder of this Restricted Stock Award (the “Participant”), and the Participant hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee will be final, binding and conclusive upon the Participant and the Participant's beneficiaries, heirs, legal representatives, successors and permitted assigns. Unless the context clearly indicates otherwise, capitalized terms used herein but not defined will have the meaning given such terms in the Plan.
DECLARATION OF TRUST AND TRUST AGREEMENTDeclaration of Trust and Trust Agreement • March 16th, 2010 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • Delaware
This DECLARATION OF TRUST AND TRUST AGREEMENT, dated as of March 15, 2010 (this “Trust Agreement”), among (i) First Niagara Financial Group, Inc., a Delaware corporation, as depositor (the “Depositor”); (ii) U.S. Bank Trust National Association, as Delaware trustee (the “Delaware Trustee”); (iii) U.S. Bank National Association, as property trustee (the “Property Trustee”); and (iv) John Mineo and Ann Segarra, each an individual, as administrative trustees (the “Administrative Trustees”) (each of such trustees in (ii), (iii), and (iv) a “Trustee” and collectively, the “Trustees”). The Depositor and the Trustees hereby agree as follows:
FIRST NIAGARA FINANCIAL GROUP, INC. (a Delaware corporation) 33,340,000 Shares of Common Stock ($0.01 Par Value Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2009 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • New York
First Niagara Financial Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with Keefe, Bruyette & Woods, Inc. and Sandler O’Neill & Partners, L.P., in their capacity as representatives (the “Representatives”) of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof) with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of the number of shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 5,001,000 additional shares of Common Stock to cover over-allotments, if any. The aforesaid 33,340,000 shares of Common Stock (the “Initial Securities”) to be
RESTRICTED STOCK UNIT AGREEMENT Granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC.Restricted Stock Unit Agreement • May 4th, 2015 • First Niagara Financial Group Inc • National commercial banks • Delaware
This Restricted Stock Unit Agreement (this “Restricted Stock Unit Award” or this “Agreement”) is hereby made subject to the provisions of the 2012 Equity Incentive Plan (the “Plan”) of First Niagara Financial Group, Inc. (including its Subsidiaries where applicable, the “Company”), which provisions are hereby incorporated by reference and made a part hereof. A copy of the Plan has been provided to the holder of this Restricted Stock Unit Award (the “Participant”), and the Participant hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee will be final, binding and conclusive upon the Participant and the Participant’s beneficiaries, heirs, legal representatives, successors and permitted assigns. Unless the context clearly indicates otherwise, capitalized terms used herein but not defined will have the meaning given such
AGREEMENT AND PLAN OF MERGER Dated as of August 18, 2010 among NEWALLIANCE BANCSHARES, INC., FIRST NIAGARA FINANCIAL GROUP, INC. and FNFG MERGER SUB, INC.Agreement and Plan of Merger • August 20th, 2010 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • New York
AGREEMENT AND PLAN OF MERGER, dated as of August 18, 2010 (this “Agreement”), among NEWALLIANCE BANCSHARES, INC., a Delaware corporation (“NAL”), FIRST NIAGARA FINANCIAL GROUP, INC., a Delaware corporation (“FNFG”), and FNFG MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of FNFG (“Merger Sub”). The addresses of each party hereto are set forth in Section 9.08.
FIRST NIAGARA FINANCIAL GROUP, INC. CHANGE IN CONTROL AGREEMENT WITH JOHN R. KOELMELControl Agreement • March 30th, 2007 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • New York
This AGREEMENT, dated as of March 26, 2007 (the “Effective Date”), is between FIRST NIAGARA FINANCIAL GROUP, INC., a Delaware corporation with its executive offices at 6950 South Transit Road, P.O. Box 514, Lockport, NY 14095-0514 (the “Corporation”), and John R. Koelmel, an individual residing at 4702 Red Oak Court, Hamburg, NY 14075 (the “Executive”).
ANDAgreement and Plan of Merger • April 2nd, 2004 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • Delaware
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FIRST NIAGARA FINANCIAL GROUP, INC. AND GREAT LAKES BANCORP, INC. SEPTEMBER 9, 2007Agreement and Plan of Merger • September 10th, 2007 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • Delaware
FIRST NIAGARA FINANCIAL GROUP, INC. AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT WITHChange in Control Agreement • February 27th, 2009 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • New York
This AGREEMENT, dated as of (the “Effective Date”), is between FIRST NIAGARA FINANCIAL GROUP, INC., a Delaware corporation with its executive offices at 6950 South Transit Road, P.O. Box 514, Lockport, NY 14095-0514 (the “Corporation”), and , (the “Executive”).
FORM OF STOCK OPTION AGREEMENT granted by FIRST NIAGARA FINANCIAL GROUP, INC. under theStock Option Agreement • May 7th, 2013 • First Niagara Financial Group Inc • National commercial banks
This Stock Option Agreement (this “Option” or this “Agreement”) is hereby made subject to the provisions of the 2012 Equity Incentive Plan (the “Plan”) of First Niagara Financial Group, Inc. (including its Subsidiaries where applicable, the “Company”), which provisions are hereby incorporated by reference and made a part hereof. A copy of the Plan has been provided to the holder of this Option (the “Participant”), and the Participant hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee will be final, binding and conclusive upon the Participant and the Participant's beneficiaries, heirs, legal representatives, successors and permitted assigns. Unless the context clearly indicates otherwise, capitalized terms used herein but not defined will have the meaning given such terms in the Plan. The term “Stock” shall refer to the common stock, $0
Exhibit 1.2 [DRAFT OF AGENCY AGREEMENT] FIRST NIAGARA FINANCIAL GROUP, INC. 32,725,000 to 50,916,250 Shares of Common Stock (par value $.01 per share) AGENCY AGREEMENT Ryan Beck & Co. 220 South Orange Avenue Livingston, New Jersey 07039-5817 Ladies...Agency Agreement • November 14th, 2002 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • New Jersey
PURCHASE AND ASSUMPTION AGREEMENT by and among HSBC BANK USA, NATIONAL ASSOCIATION, HSBC SECURITIES (USA) INC., HSBC TECHNOLOGY & SERVICES (USA) INC. and FIRST NIAGARA BANK, NATIONAL ASSOCIATION DATED JULY 30, 2011 AS AMENDED AND RESTATED AS OF MAY...Purchase and Assumption Agreement • May 24th, 2012 • First Niagara Financial Group Inc • National commercial banks • New York
This PURCHASE AND ASSUMPTION AGREEMENT, dated as of July 30, 2011, as amended and restated as of May 17, 2012, is among HSBC Bank USA, National Association, a national banking association with its principal office in McLean, Virginia (“Seller”), HSBC Securities (USA) Inc., a Delaware corporation with its principal office in New York, New York (“HSI”) (provided that HSI is a party solely with respect to the Transferred Wealth Management Relationships, the Wealth Management Business or any Purchased Assets held by HSI or Assumed Liabilities transferred by HSI), HSBC Technology & Services (USA) Inc., a Delaware corporation with its principal office in Mettawa, Illinois (“HTSI”) (provided that HTSI is a party solely with respect to the Purchased Assets held by HTSI or Assumed Liabilities transferred by HTSI), and First Niagara Bank, National Association, a national banking association with its principal office in Buffalo, New York (“Purchaser”).
ACKNOWLEDGMENT AND RELEASEAcknowledgment and Release • June 10th, 2010 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • New York
This Acknowledgement and Release (the “Agreement”) is entered into as of June 4, 2010, by and between First Niagara Financial Group (“FNFG”) and J. Lanier Little (“Executive”). As used herein, “FNFG” shall include all subsidiaries and affiliates of FNFG.
AGREEMENTAgreement • February 20th, 2008 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • Delaware
AGREEMENT (this “Agreement”), dated as of February 14, 2008, by and among First Niagara Financial Group, Inc., a Delaware corporation (the “Company”), M. Bruce Cohen, an individual residing at 404 Sutton Place, Albany, NY 12203 (“Cohen”), Carl A. Florio, an individual residing at 9 Hills Road, Loudonville, NY 12211 (“Florio”) and Anthony J. Mashuta, an individual residing at 24 Shaker Bay Road, Latham, NY 12110 (“Mashuta” and together with Cohen and Florio, the “Requesting Stockholders”).
First Niagara Financial Group, Inc. 6.750% Senior Notes due 2020 Underwriting AgreementUnderwriting Agreement • March 19th, 2010 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • New York
SEPARATION AGREEMENTSeparation Agreement • March 1st, 2007 • First Niagara Financial Group Inc • Savings institutions, not federally chartered
WHEREAS, First Niagara Financial Group, Inc. (the “Company”), a Delaware corporation having its executive offices at 6950 South Transit Road, Lockport, New York, and Paul J. Kolkmeyer (“PJK”), an individual residing at 6960 Lockwood Court, Lockport, New York, are parties to a Restated Employment Agreement dated as of December 1, 2003 (the “Employment Agreement”); and
FIRST NIAGARA FINANCIAL GROUP, INC. REGISTRATION RIGHTS AGREEMENT Dated September 4, 2009Registration Rights Agreement • September 9th, 2009 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • Pennsylvania
This Registration Rights Agreement, dated as of September 4, 2009 (this “Agreement”), by and between First Niagara Financial Group, Inc., a Delaware corporation (the “Company”) and National City Bank, a national banking association organized under the laws of the United States (the “Purchaser”).
RESIDENTIAL MORTGAGE PROGRAM AGREEMENT This Residential Mortgage Program Agreement ("this Agreement") is entered into as of November 18, 2004 between Homestead Funding Corp., a New York business corporation having its chief executive office at 8...Residential Mortgage Program Agreement • March 15th, 2005 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • New York
November 18, 2008Securities Purchase Agreement • November 25th, 2008 • First Niagara Financial Group Inc • Savings institutions, not federally chartered
SECURITIES PURCHASE AGREEMENT by and among THE PNC FINANCIAL SERVICES GROUP, INC., NATIONAL CITY BANK and FIRST NIAGARA FINANCIAL GROUP, INC. Dated as of April 6, 2009Securities Purchase Agreement • April 7th, 2009 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • Pennsylvania
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 6, 2009, by and among The PNC Financial Services Group, Inc., a corporation organized under the laws of the Commonwealth of Pennsylvania (“PNC”), National City Bank, a national banking association organized under the laws of the United States (“NCB,” and together with PNC, “Purchasers”), and First Niagara Financial Group, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.
